O'Shaughnessy Timothy J. - 29 Sep 2025 Form 4 Insider Report for Graham Holdings Co (GHC)

Role
President and CEO, Director
Signature
/s/ Nicole Maddrey, attorney-in-fact
Issuer symbol
GHC
Transactions as of
29 Sep 2025
Net transactions value
-$1,211,339
Form type
4
Filing time
30 Sep 2025, 18:56:12 UTC
Previous filing
22 Aug 2025
Next filing
09 Oct 2025
SEC
View on sec.gov

Reporting Owners (1)

Name Relationship Address Signature Signature date CIK
O'Shaughnessy Timothy J President and CEO, Director C/O GRAHAM HOLDINGS COMPANY, 1300 NORTH 17TH STREET, SUITE 1700, ARLINGTON /s/ Nicole Maddrey, attorney-in-fact 30 Sep 2025 0001621362

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction GHC Class B Common Stock Options Exercise $6,609,836 +7,580 +31% $872.01 32,007 29 Sep 2025 Direct F1
transaction GHC Class B Common Stock Tax liability $7,821,174 -6,568 -21% $1190.80 25,439 29 Sep 2025 Direct F2
holding GHC Class B Common Stock 4,099 29 Sep 2025 Spouse
holding GHC Class B Common Stock 5,600 29 Sep 2025 Trust for spouse and children F3

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction GHC Employee Stock Option (Right to Buy) Options Exercise $0 -7,580 -50% $0.000000 7,582 29 Sep 2025 Class B Common Stock 7,580 $872.01 Direct F4
holding GHC Class A Common Stock 2,700 29 Sep 2025 Class B Common Stock 2,700 Spouse F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Includes 8 shares of Class B Common Stock held by the reporting person in his Graham Holdings Company 401(k) plan account.
F2 The options exercise was executed in anticipation of the November 12, 2025 expiration date on a net settlement basis.
F3 The reporting person is a trustee of the trust that owns the reported securities, but he is not a beneficiary of such trust. The reporting person disclaims beneficial ownership of the reported securities.
F4 The stock option is fully vested. After this exercise of 7,580 options, the reporting person has 7,582 vested and exercisable options remaining.
F5 Shares of Class A Common Stock are convertible into shares of Class B Common Stock at any time on a one-for-one basis and have no expiration date.